EXHIBIT (8)(r)(1) AMENDMENT No. 7 TO PARTICIPATION AGREEMENT (FIDELITY DISTRIBUTORS CORPORATION)
EXHIBIT (8)(r)(1)
AMENDMENT No. 7 TO PARTICIPATION AGREEMENT (FIDELITY
DISTRIBUTORS CORPORATION)
AMENDMENT NO. 7 TO PARTICIPATION AGREEMENT
Transamerica Life Insurance Company, Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV, Variable Insurance Products Fund V, and Fidelity Distributors Corporation hereby amend the Participation Agreement (“Agreement”) dated October 10, 2005, by doing the following:
| 1. | A new Article XIII. Is hereby added to the Agreement as follows: |
Article XIII. Confidentiality
13.1. Confidentiality. For purposes of this Agreement, “Proprietary Information” shall be defined as any confidential or proprietary information of you or us (each a “Party” and collectively the “Parties”) or their respective affiliates provided to the other party during the term of this Agreement, including, but not limited to confidential customer lists, information relating to customer accounts, and other proprietary and confidential information related to a Party’s business or customers, or owned by a Party’s customers; provided, however, that nothing in this paragraph or otherwise shall be deemed to prohibit or restrict either Party or their affiliates in any way from soliciting any product or service directed at, without limitation, the general public, any segment thereof or any specific individual provided such solicitation is not based upon any such Proprietary Information. The term “Proprietary Information” shall not include (i) information lawfully in the possession of a Party or its affiliates prior to its receipt from the other Party and without obligation of confidentiality; (ii) information which, without any fault of the other Party, is or becomes available in the public domain; (iii) information subsequently disclosed on a non-confidential basis by a third party not known by the disclosing Party as having a confidential relationship with the Parties and which rightfully acquired such information; (iv) information that is independently developed by a Party; (v) information communicated with the express written consent of the other Party, or (vi) information legally requested or required to be disclosed pursuant to a competent judicial order or other legal, administrative or regulatory process.
Neither Party gains any ownership of the other Party’s Proprietary Information hereunder and each Party agrees that any Proprietary Information provided to it by the other Party shall at all times remain the sole property of the other Party.
Each Party acknowledges that the Proprietary Information of the other Party is valuable and must be kept confidential. Each party shall hold the Proprietary Information of the other Party confidential and shall limit access to such Proprietary Information to its employees and agents whose use of such Proprietary Information is necessary for the conduct of its business. Each Party shall take commercially reasonable steps to prevent unauthorized disclosure or use of the Proprietary Information of the other Party.
1
Each Party acknowledges that either Party delivering confidential customer information may be subject to certain laws and regulations regarding the privacy and protection of consumer information, and that any receipt or use of confidential customer information by either Party may also be subject to compliance with such state and federal laws and regulations, including, if applicable the laws and regulations of the Commonwealth of Massachusetts.
The provisions found in this Article XIII. on Confidential Information will survive any expiration or termination of the Agreement.
| 2. | Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Amended Schedule A attached hereto. |
| 3. | This Amendment may be signed in counterparts. |
IN WITNESS WHEREOF, the parties have hereto affixed their respective authorized signatures, intending that this Amendment be effective as of the 1st day of May, 2011.
| TRANSAMERICA LIFE INSURANCE COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Vice President | |
VARIABLE INSURANCE PRODUCTS FUND
VARIABLE INSURANCE PRODUCTS FUND II
VARIABLE INSURANCE PRODUCTS FUND III
VARIABLE INSURANCE PRODUCTS FUND IV
VARIABLE INSURANCE PRODUCTS FUND V
| By: | /s/ Xxxxx Merhrmann | |
| Name: | Xxxxx Merhrmann | |
| Title: | Deputy Treasurer |
| FIDELITY DISTRIBUTORS CORPORATION | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx | |
| Title: | SVP | |
2
Schedule A
Separate Accounts and Associated Contracts
| Name of Products |
Name of Accounts |
Date of Resolutions of Company’s Board which established the Accounts | ||
| Fidelity Income PlusSM | Fidelity Variable Annuity Account | August 24, 1979 (by an affiliate subsequently acquired by the Company) | ||
| Transamerica LandmarkSM Variable Annuity | Separate Account VA B | January 19, 1990 | ||
| Transamerica FreedomSM Variable Annuity | Separate Account VA B | January 19, 1990 | ||
| Retirement Income Builder® Variable Annuity | Retirement Builder Variable Annuity Account | March 29, 1996 | ||
| Immediate Income BuilderSM | Retirement Builder Variable Annuity Account | March 29, 1996 | ||
| Portfolio SelectSM Variable Annuity | Retirement Builder Variable Annuity Account | March 29, 1996 | ||
| Retirement Income Builder® II Variable Annuity | Retirement Builder Variable Annuity Account | March 29, 1996 | ||
| Transamerica ExtraSM Variable Annuity | Separate Account VA C | February 20, 1997 | ||
| Transamerica AccessSM Variable Annuity | Separate Account VA D | February 20, 1997 | ||
| Privilege SelectSM Variable Annuity | Separate Account VA E | February 20, 1997 | ||
| Premier Asset BuildeSM Variable Annuity | Separate Account VA F | May 15, 2000 | ||
3
Accounts continued...
| Name of Contracts |
Name of Accounts |
Date of Resolutions of Company’s Board which established the Accounts | ||
| Immediate Income BuilderSM II | Separate Account VA J | May 15, 2000 | ||
| Retirement Income Builder® — BAI Variable Annuity, under the marketing name: “Retirement Income Builder IV” | Separate Account VA K | July 10, 2001 | ||
| Flexible Premium Variable Annuity — A, under the marketing name: “Transamerica Opportunity BuilderSM” and ‘‘Transamerica TraditionsSM” | Separate Account VA P | November 26, 2001 | ||
| Advantage V | PFL Corporate Account One | August 10, 1998 | ||
| PFL Variable Universal Life Policy |
PFL Variable Life Account A | July 1, 1999 | ||
| Legacy Builder Plus Variable Universal Life Policy | Separate Account VUL A | November 20, 1998 | ||
| Advantage X Variable Adjustable Life Insurance Policy | Transamerica Corporate Separate Account Sixteen | June 16, 2003 | ||
| Advantage R3 Variable Adjustable Life Insurance Policy | Transamerica Separate Account R3 | November 23, 2009 | ||
| Flexible Premium Variable Annuity — C, under the marketing name: ‘‘Transamerica PrincipiumSM” | Separate Account VA R | November 26, 2001 | ||
| Advantage VI Variable Adjustable Group Life Insurance Policy | PFL Corporate Account One | August 10, 1998 | ||
| Flexible Premium Variable Annuity — I, under the marketing name: ‘‘Transamerica Advisor EliteSM Variable Annuity” | Separate Account VA X | May 15, 2000 | ||
4
Accounts continued...
| Name of Contracts |
Name of Accounts |
Date of Resolutions of Company’s Board which established the Accounts | ||
| Flexible Premium Variable Annuity — J, under the marketing name: “Transamerica AxiomSM Variable Annuity” | Separate Account VA Y | October 19, 2001 | ||
| Name of Contracts | Name of Accounts | Date of Resolutions of Company’s Board which established the Accounts | ||
| TransMark Optimum Choice® Variable Annuity | Separate Account VA - 8 | June 11, 1996 | ||
| Flexible Premium Variable Annuity — G, under the marketing name: ‘‘Transamerica LibertySM Variable Annuity” | Separate Account VA W | May 15, 2000 | ||
| Transamerica Elite | Separate Account VUL-3 | November 30, 1999 | ||
| TransSurvivor | Separate Account VUL-4 of Transamerica Life Insurance Company | February 1, 2001 | ||
| TransUltra | Separate Account VUL-5 of Transamerica Life Insurance Company | May 1, 2001 | ||
| TransAccumulator VUL and TransAccumuIator VUL II | Separate Account VUL-6 of Transamerica Life Insurance Company | February 4, 2002 | ||
| Variable Protector | Variable Life Account A | July 1, 1999 | ||
| MEMBERS® Landmark Variable AnnuitySM | Separate Account VA B | January 19, 1990 | ||
| MEMBERS® Freedom Variable AnnuitySM | Separate Account VA B | January 19, 1990 | ||
| MEMBERS® Extra Variable AnnuitySM | Separate Account VA C | February 20, 1997 | ||
| MEMBERS® Liberty Variable AnnuitySM | Separate Account VA G | May 15, 2000 | ||
5
